1. License Grant. Subject to the terms of this Agreement, the Firm grants you a limited, non-exclusive, and nontransferable license to:
   • download, install, and use the Client App for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you ("Mobile Device") strictly in accordance with the Client App’s documentation; and
   • access, download, and use on such Mobile Device the Content and Services (as defined in Section 5) made available in or otherwise accessible through the Client App, strictly in accordance with this Agreement and any additional terms and conditions applicable to such Content and Services as set forth in Section 5.
2. License Restrictions. Except as may be expressly permitted by applicable law or expressly authorized by the Client App, you shall not:
   • copy the Client App, except as expressly permitted by this license;
   • modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Client App;
   • reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Client App or any part thereof;
   • remove, delete, alter, or obscure any trademark or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Client App, including any copy thereof;
   • rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Client App, or any feature or functionality of the Client App, to any third party for any reason, including by making the Client App available on a network where it is capable of being accessed by more than one device at any time;
   • use any robot, spider, or other automatic device, process, or means to access the Client App for any purpose, including monitoring or copying any of the material on the Client App;
   • use any manual process to monitor or copy any of the material on the Client App, or for any other purpose not expressly authorized in this Agreement, without the Firm’s prior written consent;
   • frame, mirror, or otherwise incorporate the Client App or any portion of the Client App as part of any other mobile application, website, or service;
   • use the Client App in any manner that could disable, overburden, damage, or impair the Client App or interfere with any other party's use of the Client App;
   • use the Client App for any unlawful purpose; or
   • remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Client App.
3. Reservation of Rights. You acknowledge and agree that the Client App is provided under license, and not sold, to you. You do not acquire any ownership interest in the Client App under this Agreement, or any other rights thereto other than to use the Client App in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. The Firm and its licensors and service providers, as applicable, reserve and shall retain their entire right, title, and interest in and to the Client App, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
4. Collection and Use of Your Information. You acknowledge that when you download, install, or use the Client App, the Firm may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the Client App. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Client App or certain of its features or functionality. All information we collect through or in connection with this Client App is subject to our Client App Privacy Policy https://fhassoc.com/app-privacy-policy/. By downloading, installing, using, and providing information to or through this Client App, you consent to all actions taken by us with respect to your information in compliance with the Client App Privacy Policy.
5. Content and Services. The Client App may provide you with access to the Firm’s ShareFile client portal, accessible through website located at https://fhassoc.com (the "Website") and products and services accessible thereon, and certain features, functionality, and content accessible on or through the Client App may be hosted on the Website (collectively, "Content and Services"). Your access to and use of such Content and Services may be governed by separate terms and conditions or privacy notices applicable to the Website or other services provided by the Firm, or separate terms of engagement entered into with the Firm. Your access to and use of such Content and Services may require you to acknowledge your acceptance of different terms within such an engagement letter or terms of use and privacy policies and/or to register with the Website, and your failure to do so may restrict you from accessing or using certain of the Client App’s features and functionality. Any violation of such separate terms will also be deemed a violation of this Client App.
6. Acceptable Use and Acknowledgement. You agree to use the Client App solely for submitting your own documents and information relevant to your tax engagement with the Firm. You are responsible for the content of the documents you upload with the Client App. By submitting any documents or other information through the Client App, you represent and warrant that you are authorized to submit the documents, the documents are accurate to the best of your knowledge, and the documents pertain to the services you are receiving from the Firm. You acknowledge that the Client App is merely a document submission tool and it does not, and is not intended to, provide tax advice or prepare any of your tax documents. You acknowledge that document upload does not constitute the filing of a tax return; tax results are dependent on professional review, which occurs outside the Client App with your assigned professional. The Firm may require additional documentation and clarification from you at any time. You further acknowledge that the Client App depends on third-party services such as Amazon Web Services and ShareFile, and the Firm cannot guarantee uninterrupted availability. You acknowledge that temporary or unexpected outages may occur.
7. Geographic Restrictions. The Content and Services are based in the state of Illinois in the United States and are primarily provided for access and use by persons located in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws.
8. Updates. The Firm may from time to time in its sole discretion develop and provide Client App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that the Firm has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:
   • the Client App will automatically download and install all available Updates; or
   • you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Client App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Client App and be subject to all terms and conditions of this Agreement.

9. Third-Party Materials. The Client App may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). You acknowledge and agree that the Firm is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. The Firm does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.
10. Additional Platform Terms. By installing or using the Client App you agree to the terms of this Agreement as well as: (i) if you downloaded the Client App from the Apple Inc. (“Apple”) App Store, the Apple Required Terms (“Required Terms”) in Section 10(b) below, and/or (ii) if you downloaded the Client App from the Google LLC Google Play Store, the Google Play Store Terms of Service (https://play.google.com/intl/en-us_us/about/play-terms/index.html) (“Google Play Store Terms of Service”), which are incorporated herein by reference (and collectively with the Required Terms, the “Platform Terms”). IF YOU DO NOT AGREE TO THE TERMS OF THE PLATFORM TERMS, AS APPLICABLE, OR DO NOT WISH TO BE BOUND BY THEM, DO NOT INSTALL OR USE THE CLIENT APP.
    • The parties to this Agreement are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. The Firm and you, the end user of the Client App, acknowledge that this Agreement is entered into between the Firm and you, and not with Apple and/or Google LLC, or the provider of any other software application platform through which you may have downloaded the Client App. The Firm’s licensors and subcontractors are intended third-party beneficiaries of this Agreement and shall have the right to enforce this Agreement against you as third-party beneficiaries thereof. Except as provided below in subsection (b), there are no other third-party beneficiaries to this Agreement.
    • Apple App Store Required Terms. IF YOU DOWNLOADED THE CLIENT APP FROM THE APPLE APP STORE, THE FOLLOWING TERMS ALSO APPLY TO YOU:
      • You acknowledge and agree that this Agreement is between you and the Firm only, and not with Apple, and the Firm, not Apple, is solely responsible for the Client App and the content thereof.
      • Scope of license. The license granted to you for the Client App is a limited, non-transferable license to use the Client App on an iOS product that you own or control and as permitted by the Usage Rules set forth in the Apple App Store Terms of Service.
      • Maintenance and Support. The Firm and not Apple is solely responsible for providing any maintenance and support services with respect to the Client App. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Client App.
      • The Firm is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Client App to confirm to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Client App to you (if any). To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Client App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the Firm’s sole responsibility.
      • Product claims. The Firm, not Apple, is responsible for addressing any user or third party claims relating to the Client App or the user’s possession and/or use of the Client App, including, but not limited to: (i) product liability claims; (ii) any claim that the Client App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consume protection or similar legislation.
      • Intellectual Property Rights. You acknowledge that, in the event of any third-party claim that the Client App or your possession and use of the Client App infringes that third party’s intellectual property rights, the Firm, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
      • Legal Compliance. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
      • Third Party Terms of Agreement. You must comply with any applicable third-party terms of agreement when using the Client App.
      • Third Party Beneficiary. You acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted that right) to enforce the Agreement against you as a third-party beneficiary thereof.

11. Term and Termination.
    • The term of Agreement commences when you install the Client App and acknowledge your acceptance of this Agreement and will continue in effect until terminated by you or the Firm as set forth in this Section
    • You may terminate this Agreement by deleting the Client App and all copies thereof from your Mobile Device.
    • The Firm may terminate this Agreement at any time without notice if it ceases to support the Client App, which the Firm may do in its sole discretion or upon the termination of your client relationship with the Firm. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
    • Upon termination:
      • all rights granted to you under this Agreement will also terminate; and
      • you must cease all use of the Client App and delete all copies of the Client App from your Mobile Device and account.
    • Termination will not limit any of the Firm’s rights or remedies at law or in equity.
12. Disclaimer of Warranties. THE CLIENT APP IS PROVIDED TO END USER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE FIRM, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE CLIENT APP, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE FIRM OR THROUGH THIS CLIENT APP SHALL CREATE ANY WARRANTY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE CONTENT OF THIS CLIENT APP IS DESIGNED TO PROVIDE INFORMATION ON MATTERS OF INTEREST AND THE SERVICES AVAILABLE FROM THE FIRM ONLY AND DOES NOT CONSTITUTE PROFESSIONAL ADVICE OF ANY KIND, NOR ANY OTHER ATTEMPT TO SOLICIT BUSINESS OR OFFER SERVICES. SINCE LAW AND REGULATIONS CHANGE CONTINUALLY AND ERRORS CAN OCCUR, THE INFORMATION ON THE CLIENT APP MAY NEITHER BE UP TO DATE NOR ACCURATE. THE FIRM ACCEPTS NO LIABILITY FOR ANY LOSS ARISING AS A RESULT OF ANY ACTION TAKEN OR REFRAINED FROM AS A RESULT OF INFORMATION CONTAINED ON THIS CLIENT APP OR ANY SITES TO WHICH THIS CLIENT APP MAY BE LINKED AND THE FIRM SHALL HAVE NO OBLIGATION TO UPDATE THE CLIENT APP. PLEASE CONTACT THE FIRM FOR SPECIFIC ADVICE ON ANY AREA OF INTEREST. WITHOUT LIMITATION TO THE FOREGOING, THE FIRM PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE CLIENT APP WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
13. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE FIRM OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE CLIENT APP OR THE CONTENT AND SERVICES FOR:
    • PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
    • DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE CLIENT APP.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR THE FIRM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

14. Indemnification. You agree to indemnify, defend, and hold harmless the Firm and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Client App or your breach of this Agreement, including but not limited to the content and documents you submit or make available through the Client App.
15. Export Regulation. The Client App may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Client App to, or make the Client App accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Client App available outside the US.
16. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
17. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Client App shall be instituted exclusively in the federal courts of the Northern District of Illinois or the courts of the State of Illinois located in Will County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
18. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE CLIENT APP MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
19. Entire Agreement. This Agreement and our Client App Privacy Policy constitute the entire agreement between you and the Firm with respect to the Client App and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Client App.
20. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.